Paul Westerberg − vocals, guitar, piano Slim Dunlap − guitar, backing vocals Tommy Stinson − bass guitar, backing vocals Chris Mars − drums John Cale − viola (A5) Benmont Tench - piano, organ Charley Drayton - drums (A1, A6) Johnette Napolitano - vocals (B6) Mauro Magellan - drums (A4) Michael Blair - drums (B4, B6, B7) Steve Berlin - saxophone (A2), ocarina (B2) Terry Reid - backing vocals (A6) 1 LP, standard sleeve Original analog Master tape : YES Heavy Press : 180g Record color : black Speed : 33RPM Size : 12” Stereo Studio Record Press : RTI Label : ORG Music Original Label : Reprise Records Recorded at Platinum Island Studios, N.Y., Ocean Way Studios, L.A. and Skyline Studios, N.Y. Engineered by Paul Berry and Jon Goldberger Produced by Scott Litt, Paul Westerberg Remastered by Stephen Marcussen at Record Technology Incorporated Originally released in 1990 Reissued in 2013 Tracks : Side A: 1. Merry Go Round 2. One Wink at a Time 3. Nobody 4. Bent Out of Shape 5. Sadly Beautiful 6. Someone Take the Wheel Side B: 1. When It Began 2. All Shook Down 3. Attitude 4. Happy Town 5. Torture 6. My Little Problem 7. The Last Reviews : "Battered and broken from the debacle of Don't Tell a Soul -- the album's failure to take off, followed by a disastrous tour supporting Tom Petty & the Heartbreakers -- the Replacements were on their last legs when it came time for 1990's All Shook Down, so worn down that the band ceased to exist for most intents and purposes. Paul Westerberg even began recording the album as a solo project with R.E.M. producer Scott Litt, gradually turning it into the final Replacements album. It may bear the band's name, but All Shook Down never quite shakes the feeling of a solo album; above all, it's a writers album, with the focus placed entirely on the songs. To a certain extent, that was true of the ballad-heavy Don't Tell a Soul, but that felt over-thought from its conception to execution, where there is a light touch to All Shook Down, despite its plethora of guest musicians, including John Cale's viola on "Sadly Beautiful," Heartbreaker Benmont Tench, Terry Reid, and a duet with Concrete Blonde's Johnette Napolitano on "My Little Problem." Instead of aiming for a crossover hit, Westerberg has now resigned himself to his status as an also-ran, even embracing it to some extent, so there are no sops to rock radio aside from "My Little Problem," whose bluster is jarring amidst the nimble folk-pop of the rest of the record." AllMusic Review by Stephen Thomas Erlewine Ratings : AllMusic 4.5/5 , Discogs 4.03/5